Life Time Group Holdings Inc.

05/07/2026 | Press release | Distributed by Public on 05/07/2026 17:18

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Partners Group Private Equity Fund, LLC
2. Issuer Name and Ticker or Trading Symbol
Life Time Group Holdings, Inc. [LTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Member of 10% Owner Group
(Last) (First) (Middle)
C/O PARTNERS GROUP (USA) INC., 1114 AVENUE OF THE AMERICAS, 37TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026
(Street)
NEW YORK, NY 10036
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/05/2026 S 372,420(1) D $28.6 3,348,080(2) I See footnote(3)
Common Stock 05/05/2026 S 169,699(4) D $28.6 3,178,381(5) I See footnote(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Partners Group Private Equity Fund, LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
Member of 10% Owner Group
Partners Group Private Equity II, LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
Member of 10% Owner Group
Partners Group Series Access II, LLC
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
Member of 10% Owner Group
Partners Group Access 83 PF LP
C/O PARTNERS GROUP (USA) INC.
1114 AVENUE OF THE AMERICAS, 37TH FLOOR
NEW YORK, NY 10036
Member of 10% Owner Group

Signatures

By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group (USA) Inc., investment manager of Partners Group Private Equity Fund, LLC 05/07/2026
**Signature of Reporting Person Date
By: /s/ Ryan Saunders, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group (USA) Inc., investment manager of Partners Group Private Equity Fund, LLC 05/07/2026
**Signature of Reporting Person Date
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC 05/07/2026
**Signature of Reporting Person Date
By: /s/ Ryan Saunders, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Private Equity II, LLC 05/07/2026
**Signature of Reporting Person Date
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC, Series 61 05/07/2026
**Signature of Reporting Person Date
By: /s/ Ryan Saunders, Authorized Signatory of Partners Group AG, attorney-in-fact for Partners Group US Management II LLC, manager of Partners Group Series Access II, LLC, Series 61 05/07/2026
**Signature of Reporting Person Date
By: /s/ Janel Gruber-Stevens, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP 05/07/2026
**Signature of Reporting Person Date
By: /s/ Ryan Saunders, Authorized Signatory of Partners Group Management (Scots) LLP, general partner of Partners Group Access 83 PF LP 05/07/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents 196,114 shares sold by Partners Group Private Equity Fund, LLC ("PG PE Fund"), 431 shares sold by Partners Group Private Equity II, LLC ("PG PE II"), 13,534 shares sold by Partners Group Access 83 PF LP ("PG Access 83"), and 162,341 shares sold by Partners Group Series Access II, LLC, Series 61 ("PG Series 61") in in each case in a private transaction exempt from registration under the Securities Act of 1933.
(2) 1,763,070 of such shares of Common Stock are directly held by PG PE Fund, 3,875 of such shares are directly held by PG PE II, 121,675 of such shares are directly held by PG Access 83 and 1,459,460 of such shares are directly held by PG Series 61.
(3) The investment manager of PG Master Fund is Partners Group (USA) Inc. ("PG USA"). PG USA, PG PE II, PG Access 83 and PG Series 61 are indirectly controlled by Partners Group Holding AG. Each of PG PE Fund, PG PE II, PG Access 83 and PG Series 61 disclaims beneficial ownership of any securities that it does not directly beneficially own, except to the extent of its pecuniary interest, if any, therein.
(4) Represents 92,732 shares sold by PG PE Fund, 204 shares sold by PG PE II, and 76,763 shares sold by PG Series 61 in each case in a private transaction to the Issuer.
(5) 1,670,338 of such shares of Common Stock are directly held by PG PE Fund, 3,671 of such shares are held directly by PG PE II, 121,675 of such shares are directly held by PG Access 83, and 1,382,697 of such shares are directly held by PG Series 61.

Remarks:
The Reporting Persons may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being parties to the Life Time Group Holdings, Inc. Third Amended and Restated Stockholders Agreement (the "Stockholders Agreement"). Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such Reporting Person. This report shall not be deemed an admission that the Reporting Persons are members of a group or the beneficial owners of any securities not directly owned by the Reporting Persons. The Reporting Persons disclaim beneficial ownership of any such securities except to the extent of their pecuniary interest, if any, therein. Pursuant to the Stockholders Agreement, Mr. Andres Small, an employee of an affiliate of the Reporting Persons, serves on the Issuer's board of directors as the Reporting Persons' representative.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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